Maywood Acquisition Corp. 2 10-Q

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations References to the “Company,” “our,” “us” or “we” refer to Maywood Acquisition Corp. 2. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Forward-Looking Statements This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or the future financial performance of the Company and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Overview We are a blank check company incorporated as a Cayman Islands exempted company on June 3, 2025. We were formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. We may pursue a Business Combination target in any industry or geographic location. We intend to use cash derived from the proceeds of our Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt, in effecting a Business Combination. As of March 31, 2026, we had not commenced any operations. All activity through March 31, 2026 related to our formation and the proposed Initial Public Offering. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Prior to the consummation of the Initial Public Offering, we generated limited non-operating income in the form of interest income on cash and cash equivalents. The registration statement for our Initial Public Offering was declared effective by the SEC on April 13, 2026. Subsequent to March 31, 2026, on April 15, 2026, we consummated our Initial Public Offering of 10,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 140,000 private placement units (the “Private Placement Units”) to West Pike, LLC, one of our co-sponsors, at a price of $10.00 per Private Placement Unit, generating aggregate gross proceeds of $1,400,000. As of the date of issuance of these financial statements, the underwriter’s 45-day over-allotment option had not been exercised. Upon the closing of the Initial Public Offering and the private placement on April 15, 2026, $100,000,000 ($10.00 per Unit sold in the Initial Public Offering) was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. As our Initial Public Offering had not been consummated as of March 31, 2026, the Trust Account had not been funded as of such date. We will have until 12 months from the closing of the Initial Public Offering (or 15 months in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination. If we are unable to complete a Business Combination within such period, we will redeem the public shares and liquidate. 19 Table of Contents Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through March 31, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. Following the consummation of the Initial Public Offering on April 15, 2026, we expect to generate non-operating income in the form of interest income on the proceeds held in the Trust Account. For the three months ended March 31, 2026, we had a net loss of $4,586, consisting of formation and operating costs of $4,780, partially offset by interest income of $194. Our operating costs for the period consisted primarily of legal, accounting, regulatory, formation and other costs associated with our organizational activities and preparation for the proposed Initial Public Offering. The Company was incorporated on June 3, 2025. Accordingly, no comparative financial information is presented for the three months ended March 31, 2025. Liquidity and Capital Resources As of March 31, 2026, we had $852 in cash and working capital of $3,421. Our liquidity needs through March 31, 2026 had been satisfied through a payment of $25,000 from Stone Bay, LLC, one of our co-sponsors, for the founder shares, and loans from Stone Bay, LLC under an unsecured promissory note. As of March 31, 2026, $139,000 was outstanding under the promissory note. For the three months ended March 31, 2026, net cash used in operating activities was $4,586, attributable to the net loss of $4,586. For the three months ended March 31, 2026, net cash used in financing activities was $3,950, consisting of $53,950 of deferred offering costs paid in connection with the proposed Initial Public Offering, partially offset by $50,000 of proceeds received under the promissory note from Stone Bay, LLC. Subsequent to March 31, 2026, on April 15, 2026, we consummated our Initial Public Offering and the related private placement, generating aggregate gross proceeds of $101,400,000, of which $100,000,000 was placed in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned thereon (less amounts required to pay taxes, if any), to complete our initial Business Combination. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to finance transaction costs in connection with a Business Combination, our co-sponsors or an affiliate of our co-sponsors, or certain of our officers and directors, may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into private placement units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. As of March 31, 2026, no Working Capital Loans were outstanding. 20 Table of Contents Going Concern As of March 31, 2026, we had $852 in cash and working capital of $3,421. Subsequent to March 31, 2026, we consummated our Initial Public Offering on April 15, 2026 and have sufficient liquidity to meet our working capital needs through the earlier of the consummation of a Business Combination or one year from the date of issuance of these unaudited financial statements. In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that we have sufficient liquidity to fund our operations for at least one year from the date these financial statements are issued. Accordingly, no substantial doubt exists about our ability to continue as a going concern. Off-Balance Sheet Arrangements As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. Contractual Obligations As of March 31, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the promissory note from Stone Bay, LLC described above. In connection with the proposed Initial Public Offering, we entered into an engagement letter with D. Boral Capital LLC (the “Underwriter”), which provided for a cash underwriting fee of $500,000 and the issuance of representative shares equal to 3.5% of the total Units sold, in each case payable upon the closing of the Initial Public Offering. The cash underwriting fee was paid, and the representative shares were issued, upon the closing of the Initial Public Offering on April 15, 2026. Subsequent to March 31, 2026, in connection with the closing of our Initial Public Offering on April 15, 2026, we entered into an administrative services agreement with an affiliate of our co-sponsors, pursuant to which we pay $1,667 per month for office space, utilities, and secretarial and administrative support services. The administrative services agreement will terminate upon the earlier of the completion of our initial Business Combination or our liquidation. Critical Accounting Policies and Estimates The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies: Deferred Offering Costs We comply with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs allocated to equity-classified instruments will be charged against additional paid-in capital, and offering costs allocated to the redeemable Class A ordinary shares will be charged to temporary equity. Ordinary Shares Subject to Possible Redemption We will account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. As of March 31, 2026, there were no Class A ordinary shares issued or outstanding. Following the closing of our Initial Public Offering on April 15, 2026, our Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholder’s equity section of our balance sheet. 21 Table of Contents Warrants and Rights We will account for the warrants and rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Management has evaluated the warrants and rights and concluded that they meet the criteria for equity classification. Accordingly, the warrants and rights will be classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement. As of March 31, 2026, no warrants or rights were issued or outstanding. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements. Emerging Growth Company Status We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with such standards. We have elected to take advantage of the benefits of this extended transition period. Item 3 – Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.